• The transaction values AERWINS at $600 million, which is expected to result in a combined pro forma equity value of approximately $750 million, assuming no redemptions in the business combination.
• Achieving a public listing milestone is expected to enable AERWINS to promote the expansion of its air mobility platform business globally, increase production capacity, new product research and development and make AERWINS a recognized leader in air mobility.
• The transaction is expected to close in either the fourth quarter of 2022 or the first quarter of 2023, and AERWINS anticipated being listed on the NASDAQ Capital Market under the symbols “AWIN” and “AWINW”
• Shuhei Komatsu, of AERWINS, will lead the combined company

Honolulu, Hawaii and Tokyo, Japan, Sept. 07, 2022 (GLOBE NEWSWIRE) -- Pono Capital Corp. (NASDAQ: PONO, PONOW and PONOU), a special purpose acquisition company (“Pono”), today announced the execution of a definitive Agreement and Plan of Merger (the “Merger Agreement”) with AERWINS Technologies Inc., a Delaware corporation (“AERWINS”), the parent company of A.L.I. Technologies Inc., a Japanese corporation (“A.L.I.”). Pursuant to the Merger Agreement, it is intended that AERWINS will merger with Pono Merger Sub, Inc., a wholly owned subsidiary of Pono, with AERWINS continuing as the surviving corporation as a wholly owned subsidiary of Pono, with shareholders of AERWINS receiving shares of Class A Common Stock of Pono (the “Merger”). In connection with the Merger, it is expected that AERWINS will change its name to “Aerwins Technologies Operations, Inc.” and that Pono will then change its name to “AERWINS Technologies, Inc.”

AERWINS, through A.L.I. as its wholly owned operating subsidiary, was founded with the vision of Changing the Structure of Society from the Top Down. AERWINS aims to be a world leader in the air mobility industry and is working on the necessary technologies and services to move the industry forward. Its initial product, the luxury hoverbike, XTURISMO Limited Edition, which AERWINS began developing in 2017, was born from AERWINS’ desire to provide a sensational new experience of traversing through air. AERWINS began accepting orders for the product for the Japanese domestic market with its launch in October 2021, and since June 2022, AERWINS has been accepting purchase applications from all over the world.

AERWINS is also actively working on providing drone-based solution services and has developed the C.O.S.M.O.S. flight operation management system. C.O.S.M.O.S. is a system aimed to ensure the safety of airways when many unmanned and manned aircraft such as XTURISMO and drones are making use of the lower aerospace. In anticipation of the upcoming industrial revolution in the skies, AERWINS is also supporting services that AERWINS believes can revolutionize people's lives and building a system to support these services. The air mobility industry is in the midst of a period of rapid development and AERWINS is working to develop the necessary infrastructure, including hardware, software, and services, needed for the widespread use of air mobility in society.
___________
Pono and AERWINS believe that, if consummated, the Merger will promote the expansion of the AERWINS business globally, as AERWINS will be better positioned to become the global standard for air mobility.

Transaction Overview

The transaction values AERWINS at $600 million, which is expected to result in a combined pro forma equity value of approximately $750 million, assuming no redemptions in the business combination. The cash proceeds raised in the transaction, after any redemptions and payment of transaction expenses, are currently anticipated to be used for product manufacturing, to fund company operations, support its growth and for general company operating purposes.

Assuming no redemptions by Pono stockholders, it is estimated that the current stockholders of AERWINS will own approximately 80% of the issued and outstanding shares of the combined company at closing.

The boards of directors of AERWINS and Pono have unanimously approved the Merger Agreement and the proposed transactions. The closing of the Merger and related transactions are subject to approval by Pono stockholders, and are also subject to other customary closing conditions, including the U.S. Securities and Exchange Commission (“SEC”) declaring Pono’s registration statement effective and the expiration of the applicable waiting periods under the Hart–Scott–Rodino Antitrust Improvements Act of 1976. It is currently expected that the transaction will close in the fourth quarter of 2022 or the first quarter of 2023, assuming such closing conditions are met.

About AERWINS Technologies Inc.

AERWINS is focused on the development of technologies to enable air mobility. Under the mission statement Changing Society from the Top Down, AERWINS has developed and released the air mobility platform C.O.S.M.O.S. and the XTURISMO Limited Edition Hoverbike. AERWINS plans to continue to innovate, develop, and commercialize products that are necessary for the realization of a society empowered by air mobility.

Official site:  http://aerwins.us/

About Pono Capital Corp

Pono Capital Corp is special purpose acquisition company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. Pono Capital Corp.’s units started trading on the Nasdaq Global Market on August 11, 2021 under the ticker symbol “PONOU”. The Class A common stock trades under the symbol “Pono” and the warrants under the symbol “PONOW”, respectively.

Advisors

Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Pono in the transaction and Anthony L.G., PLLC is acting as legal counsel to AERWINS in the transaction.

Marshall & Stevens, Incorporated rendered a fairness opinion the board of directors of Pono in their consideration of the transaction.

Important Information About the Proposed Business Combination and Where to Find It

This press release relates to a proposed business combination transaction (the Merger) among the parties set forth above referred to above and herein as the business combination. A full description of the terms of the business combination will be provided in a registration statement on Form S-4 that Pono intends to file with the SEC that will include a prospectus of Pono with respect to the securities to be issued in connection with the proposed business combination and a proxy statement of Pono with respect to the solicitation of proxies for the special meeting of stockholders of Pono to vote on the business combination (the “Form S-4”). This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document Pono has filed or may file with the SEC in connection with the proposed transactions. Each of AERWINS and Pono urge its investors, stockholders and other interested persons to read, when available, the proxy statement/ prospectus as well as other documents filed with the SEC because these documents will contain important information about AERWINS, Pono, and the Merger. After the Form S-4 is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of Pono as of a record date to be established for voting on the business combination. Before making any voting or investment decision, investors, and stockholders of Pono are urged to carefully read the entire proxy statement, when it becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed business combination. Once available, Pono shareholders and other interested persons will also be able to obtain a copy of the Registration Statement on Form S-4, including the proxy statement/prospectus included therein, and other documents filed with the SEC, without charge, by directing a request to: Pono Capital Corp, 643 Ilalo St. #102, Honolulu, Hawaii 96813, (808) 892-6611 or on the SEC’s website at www.sec.gov .